UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
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ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
SunOpta Inc. (the "Company") held an Annual and Special Meeting of Shareholders on May 25, 2023 (the "Meeting"). The matters voted upon at the Meeting included: (1) the election of eight directors of the Company for the ensuing year; (2) the appointment of Ernst & Young LLP as the independent registered public accounting firm and auditor of the Company for the ensuing year and to authorize the Audit Committee of the Company to fix their remuneration; (3) a non-binding, advisory resolution to approve the compensation of the Company's named executive officers; (4) a proposal to approve certain amendments to the Company's Amended 2013 Stock Incentive Plan; and (5) a proposal to confirm certain amendments to the Company's By-Law No. 14.
Our scrutineer reported the vote of the shareholders as follows:
1. Election of Directors
| Director Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Dr. Albert Bolles | 84,302,597 | 1,275,675 | 28,365 | 10,775,980 |
| Joseph Ennen | 85,127,053 | 454,388 | 25,196 | 10,775,980 |
| Rebecca Fisher | 83,517,485 | 2,062,458 | 26,694 | 10,775,980 |
| Dean Hollis | 83,654,413 | 1,831,873 | 120,351 | 10,775,980 |
| Katrina Houde | 80,233,107 | 5,275,684 | 97,846 | 10,775,980 |
| Leslie Starr Keating | 84,281,763 | 1,297,885 | 26,989 | 10,775,980 |
| Diego Reynoso | 85,349,417 | 229,811 | 27,409 | 10,775,980 |
| Mahes Wickramasinghe | 84,691,529 | 802,928 | 112,180 | 10,775,980 |
2. Appointment of Independent Registered Public Accounting Firm
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 95,573,226 | 329,247 | 480,144 | - |
3. Advisory Resolution Regarding the Compensation of the Company's Named Executive Officers
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 75,811,309 | 9,441,864 | 353,464 | 10,775,980 |
4. Approval of Amendments to the Amended 2013 Stock Incentive Plan
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 60,932,483 | 23,444,305 | 1,229,849 | 10,775,980 |
5. Amendment to Bylaw No. 14
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 84,959,729 | 245,360 | 401,548 | 10,775,980 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SUNOPTA INC. | ||
| By | /s/ Jill Barnett | |
| Jill Barnett | ||
| Chief Administrative Officer | ||
| Date | May 30, 2023 | |